Entry into a Material Definitive Agreement, Completion of Acquisition or D

Item 1.01 Entry into a Material Definitive Agreement.

Merger with Weyerhaeuser Real Estate Company.

As previously announced on November 4, 2013, TRI Pointe Homes, Inc., a Delaware
corporation ("TRI Pointe"), and Weyerhaeuser Company, a Washington corporation
("Weyerhaeuser"), entered into a Transaction Agreement, dated as of November 3,
2013 (the "Transaction Agreement"), by and among TRI Pointe, Weyerhaeuser,
Weyerhaeuser Real Estate Company, a Washington corporation and a wholly owned
subsidiary of Weyerhaeuser ("WRECO"), and Topaz Acquisition, Inc., a Washington
corporation and a wholly owned subsidiary of TRI Pointe ("Merger Sub"), which
provides for the combination of TRI Pointe and WRECO through a "Reverse Morris
Trust" transaction.

As previously announced on May 22, 2014, Weyerhaeuser commenced an exchange
offer in connection with the "Reverse Morris Trust" transaction, pursuant to
which Weyerhaeuser shareholders had the option to exchange all, some, or none of
their Weyerhaeuser common shares, par value $1.25 per share, for WRECO common
shares, par value $0.04 per share. The exchange offer and withdrawal rights
expired at 12:00 midnight, New York City time, on July 2, 2014.

On July 7, 2014 (the "Closing Date"), Merger Sub merged with and into WRECO (the
"Merger"), with WRECO surviving the Merger and becoming a wholly owned
subsidiary of TRI Pointe. In the Merger, each issued and outstanding WRECO
common share was converted into the right to receive 1.297 fully paid and
non-assessable shares of TRI Pointe common stock. On the Closing Date,
Weyerhaeuser NR Company ("WNR"), a wholly owned subsidiary of Weyerhaeuser and
the former direct parent entity of WRECO, paid TRI Pointe an estimated
adjustment amount of approximately $31.5 million in cash in accordance with the
Transaction Agreement.

TRI Pointe's Registration Statement on Form S-4, as amended (Registration
No. 333-193248), which was declared effective by the U.S. Securities and
Exchange Commission on May 22, 2014 (the "Registration Statement"), sets forth
certain additional information regarding the Merger, the WRECO business, and the
intended operations of the combined company created as a result of the Merger.

On the Closing Date, TRI Pointe assumed WRECO's obligations as issuer of $450
million aggregate principal amount of its 4.375% Senior Notes due 2019 and $450
million aggregate principal amount of its 5.875% Senior Notes due 2024
(collectively, the "Notes"). Additionally, WRECO and certain of its subsidiaries
(collectively, the "Guarantors") entered into supplemental indentures
(collectively, the "Supplemental Indentures") pursuant to which they guaranteed
TRI Pointe's obligations with respect to the Notes. The Guarantors also entered
into a joinder agreement (the "Purchase Agreement Joinder") to that certain
Purchase Agreement, dated as of June 4, 2014 (the "Purchase Agreement"), among
WRECO, TRI Pointe, and the initial purchasers of the Notes (collectively, the
"Initial Purchasers"), pursuant to which the Guarantors became parties to the
Purchase Agreement. Additionally, TRI Pointe and the Guarantors entered into
joinder agreements (collectively, the "Registration Rights Joinders") to the
Registration Rights Agreements, dated as of June 13, 2014, among WRECO and the
Initial Purchasers with respect to the Notes (together, the "Registration Rights
Agreements"), pursuant to which TRI Pointe and the Guarantors were joined as
parties to the Registration Rights Agreements.

The net proceeds of approximately $867.7 million from the offering of the Notes
were deposited into two separate escrow accounts following the closing of the
offering on June 13, 2014. Upon release of the escrowed funds on the Closing
Date and prior to the consummation of the Merger, WRECO paid approximately
$743.7 million in cash to Weyerhaeuser NR Company, a wholly owned subsidiary of
Weyerhaeuser and the former direct parent entity of WRECO, which cash was
retained by Weyerhaeuser and its subsidiaries (other than WRECO and its
subsidiaries). The payment consisted of the $739 million Payment Amount (as
defined in the Transaction Agreement) as well as approximately $4.7 million in
payment of all unpaid interest on WRECO's intercompany debt that accrued from
the November 3, 2013 date of the Transaction Agreement.

The foregoing description of the Supplemental Indentures is qualified in its
entirety by reference to the Supplemental Indentures, copies of which are filed
as Exhibits 4.1 through 4.4 hereto and incorporated by reference into this
Item 1.01. The foregoing description of the Purchase Agreement Joinder is
qualified in its entirety by reference to the Purchase Agreement Joinder, a copy
of which is filed as Exhibit 10.1 hereto and incorporated by reference into this
Item 1.01. The foregoing description of the Registration Rights Joinders is
qualified in its entirety by reference to the Registration Rights Joinders,
copies of which are filed as Exhibits 10.2 through 10.5 hereto and incorporated
by reference into this Item 1.01.

On the Closing Date, the Guarantors also entered into a guaranty supplement,
pursuant to which the Guarantors guaranteed TRI Pointe's obligations under its
Credit Agreement, dated as of June 26, 2013, among TRI Pointe, the lender
. . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

On the Closing Date, the Merger was consummated pursuant to the Transaction
Agreement. Pursuant to the Transaction Agreement, each issued and outstanding
WRECO common share was converted into the right to receive 1.297 fully paid and
non-assessable shares of TRI Pointe common stock. TRI Pointe issued 129,700,000
shares of TRI Pointe common stock to the former holders of WRECO common shares,
together with cash in lieu of any fractional shares. On the Closing Date, WRECO
became a wholly owned subsidiary of TRI Pointe.

Immediately following the consummation of the Merger, the ownership of TRI
Pointe common stock on a fully diluted basis was as follows: (i) WRECO common
shares held by former Weyerhaeuser shareholders were converted into the right to
receive, in the aggregate, approximately 79.6% of the then outstanding TRI
Pointe common stock, (ii) the TRI Pointe common stock outstanding immediately
prior to the consummation of the Merger represented approximately 19.4% of the
then outstanding TRI Pointe common stock, and (iii) outstanding equity awards of
WRECO and TRI Pointe employees represented the remaining 1.0% of the then
outstanding TRI Pointe common stock.

The information contained in Item 1.01 of this Current Report is incorporated by
reference into this Item 2.01. In addition, the foregoing description of the
Merger and the related transactions is qualified in its entirety by reference to
the Transaction Agreement, a copy of which is filed as Exhibit 2.1 hereto and
incorporated by reference into this Item 2.01.

The Transaction Agreement contains representations and warranties that the
Company and Merger Sub, on the one hand, and Weyerhaeuser and WRECO on the other
hand, made to each other as of specific dates. The assertions embodied in those
representations and warranties were made solely for purposes of the contract
between the parties to the Transaction Agreement and may be subject to important
qualifications and limitations agreed by the parties in connection with
negotiating the terms of the contract. Moreover, some of those representations
and warranties may not be accurate or complete as of any specified date, may be
subject to a contractual standard of materiality different from those generally
applicable to shareholders, or may have been used for the purpose of allocating
risk between the parties rather than establishing matters as facts. For the
foregoing reasons, such representations and warranties should not be relied upon
as statements of factual information.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

The information contained under the caption "Assumption of Senior Notes;
Guarantees of Senior Notes and Credit Agreement" in Item 1.01 of this Current
Report is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On July 7, 2014, TRI Pointe issued a press release announcing the consummation
of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and
incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements of WRECO required by this item are filed as Exhibit
99.2 hereto and incorporated by reference into this Item 9.01(a).

(b) Pro Forma Financial Information.

The pro forma financial information required by this item will be filed by
amendment to this Current Report on Form 8-K no later than 71 calendar days
after the date on which this Current Report on Form 8-K must be filed.

(d) Exhibits.

Exhibit
No. Description
2.1 Transaction Agreement, dated as of November 3, 2013, among TRI Pointe
Homes, Inc., Weyerhaeuser Company, Weyerhaeuser Real Estate Company,
and Topaz Acquisition, Inc. (incorporated by reference to Exhibit 2.1
to TRI Pointe's Registration Statement on Form S-4/A filed on March
28, 2014).
4.1 First Supplemental Indenture, dated as of July 7, 2014, among TRI
Pointe Homes, Inc., Weyerhaeuser Real Estate Company and U.S. Bank
National Association, as trustee, relating to the 4.375% Senior Notes
due 2019.
4.2 First Supplemental Indenture, dated as of July 7, 2014, among TRI
Pointe Homes, Inc., Weyerhaeuser Real Estate Company and U.S. Bank
National Association, as trustee, relating to the 5.875% Senior Notes
due 2024.
4.3 Second Supplemental Indenture, dated as of July 7, 2014, among the
guarantors party thereto and U.S. Bank National Association, as
trustee, relating to the 4.375% Senior Notes due 2019.

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4.4 Second Supplemental Indenture, dated as of July 7, 2014, among the
guarantors party thereto and U.S. Bank National Association, as trustee,
relating to the 5.875% Senior Notes due 2024.
10.1 Joinder Agreement to Purchase Agreement, dated as of July 7, 2014,
relating to the 4.375% Senior Notes due 2019 and 5.875% Senior Notes due
2024.
10.2 Issuer Joinder Agreement to Registration Rights Agreement, dated as of
July 7, 2014, relating to 4.375% Senior Notes due 2019.
10.3 Issuer Joinder Agreement to Registration Rights Agreement, dated as of
July 7, 2014, relating to 5.875% Senior Notes due 2024.
10.4 Guarantor Joinder Agreement to Registration Rights Agreement, dated as of
July 7, 2014, relating to 4.375% Senior Notes due 2019.
10.5 Guarantor Joinder Agreement to Registration Rights Agreement, dated as of
July 7, 2014, relating to 5.875% Senior Notes due 2024.
10.6 Tax Sharing Agreement, dated as of July 7, 2014, among Weyerhaeuser
Company, Weyerhaeuser Real Estate Company, and TRI Pointe Homes, Inc.
99.1 Press Release, dated July 7, 2014.
99.2 Audited and Unaudited Financial Statements of WRECO.